Common use of Insurer Direction of Insolvency Proceedings Clause in Contracts

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDING") described in the Section 7.01(d) or 7.01(e) hereof and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIM") of any payment of principal of, or interest on, any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b). Each Noteholder, by its purchase of Notes, the Owner Trustee, the Trust Agent and the Indenture Trustee hereby agree that, so long as no Insurer Default has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent and each Noteholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the Upon receipt of actual knowledge of thereof by a Responsible Officer of Officer, the Indenture Trustee, Trustee shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(d) definition of the term "Insolvency Event" or 7.01(e) hereof any such event or proceeding applicable to an Obligor under a Contract and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, a Contract or any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b)Notes or Certificates. Each NoteholderNoteholder and Note Owner, by its purchase of NotesNotes or a beneficial interest therein, each Certificateholder and Certificate Owner, by its purchase of Certificates or a beneficial interest therein, the Owner Trustee, the Trust Agent Trustee and the Indenture Trustee hereby agree that, so long as no neither a default under the Policies nor an Insurer Default Insolvency has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety surety, supersedes or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder Securityholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be effected without the prior written consent of the Insurer.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDING") described in the Section 7.01(d) or 7.01(e) hereof and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIM") of any payment of principal of, or interest on, any NotesNotes or Certificates. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 4.03(a) and 4.04(b). Each Noteholder, by its purchase of Notes, each Certificateholder, by its purchase of Certificates, the Owner Trustee, the Trust Agent and the Indenture Trustee hereby agree that, so long as no Insurer Default has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent and each Noteholder Securityholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the Upon receipt of actual knowledge of thereof by a Responsible Officer of Officer, the Indenture Trustee, Trustee shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(d) definition of the term "Insolvency Event" or 7.01(e) hereof any such event or proceeding applicable to an Obligor under a Contract and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, a Contract or any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b)Notes or Certificates. Each NoteholderNoteholder and Note Owner, by its purchase of NotesNotes or a beneficial interest therein, each Certificateholder and Certificate Owner, by its purchase of Certificates or a beneficial interest therein, the Owner Trustee, the Trust Agent Trustee and the Indenture Trustee hereby agree that, so long as no neither a default under the Policies nor an Insurer Default Insolvency has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety surety, supersedes or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder Securityholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be effected without the prior written consent of the Insurer. ARTICLE NINE

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the Upon receipt of actual knowledge of thereof by a Responsible Officer of Officer, the Indenture Trustee, Trustee shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(d) definition of the term "Insolvency Event" or 7.01(e) hereof any such event or proceeding applicable to an Obligor under a Contract and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, a Contract or any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b)Notes or Certificates. Each NoteholderNoteholder and Note Owner, by its purchase of NotesNotes or a beneficial interest therein, each Certificateholder, by its purchase of Certificates or a beneficial interest therein, the Owner Trustee, the Trust Agent Trustee and the Indenture Trustee hereby agree that, so long as no neither a default under the Note Policy nor an Insurer Default Insolvency has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety surety, supersedes or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder Securityholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be effected without the prior written consent of the Insurer. ARTICLE NINE

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDING") described in the Section 7.01(d) or 7.01(e) hereof or otherwise defined as an "Insolvency Proceeding" in the Policy and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIM") of any payment of principal of, or interest on, any Notes. Any Preference Avoided Payment Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b). Each Noteholder, by its purchase of Notes, the Owner Trustee, the Trust Agent and the Indenture Trustee hereby agree that, so long as no Insurer Default has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent and each Noteholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. (a) The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings by or against any Obligor, the Servicer, the Seller, the Issuer or the Originator under the United States Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, receivership, rehabilitation or similar law (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(d) or 7.01(e) hereof and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 4.03(a) and 4.04(b). Each Noteholder, by its purchase of Notes, the Owner Trustee, the Trust Agent Trustee and the Indenture Trustee hereby agree that, so long as no Insurer Default has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(dSections 8.1(d) or 7.01(e8.1(e) hereof or any such event or proceeding applicable to an Obligor under a Contract and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b)Contract or any Certificate. Each NoteholderCertificateholder, by its purchase of NotesCertificates, the Owner Trustee, the Trust Agent and the Indenture Trustee hereby agree that, so long as no neither a default under the Financial Guarantee Insurance Policy nor an Insurer Default Insolvency has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder Certificateholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(dSections 8.1(d) or 7.01(e8.1(e) hereof or any such event or proceeding applicable to an Obligor under a Contract and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b)Contract or any Certificate. Each NoteholderCertificateholder, by its purchase of NotesCertificates, the Owner Trustee, the Trust Agent and the Indenture Trustee hereby agree that, so long as no neither a default under the Surety Bond nor an Insurer Default Insolvency has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety surety, or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder Certificateholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. (a) The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings by or against any Obligor, the Servicer, the Seller, the Issuer or AutoNation Financial Services under the United States Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, receivership, rehabilitation or similar law (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(d) or 7.01(e) hereof and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 4.03(a) and 4.04(b). Each Noteholder, by its purchase of Notes, the Owner Trustee, the Trust Agent Trustee and the Indenture Trustee hereby agree that, so long as no Insurer Default has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the Upon receipt of actual knowledge of thereof by a Responsible Officer of Officer, the Indenture Trustee, Trustee shall promptly notify the 70 76 Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(d) definition of the term "Insolvency Event" or 7.01(e) hereof any such event or proceeding applicable to an Obligor under a Contract and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, a Contract or any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b)Notes or Certificates. Each NoteholderNoteholder and Note Owner, by its purchase of NotesNotes or a beneficial interest therein, each Certificateholder, by its purchase of Certificates or a beneficial interest therein, the Owner Trustee, the Trust Agent Trustee and the Indenture Trustee hereby agree that, so long as no neither a default under the Note Policy nor an Insurer Default Insolvency has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety surety, supersedes or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder Securityholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.. 71 77 ARTICLE NINE

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDING") described in the Section 7.01(d) or 7.01(e) hereof or any such event or proceeding applicable to an Obligor under a Contract and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIM") of any payment of principal of, or interest on, a Contract or any NotesNotes or Certificates. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b). Each Noteholder, by its purchase of Notes, each Certificateholder, by its purchase of Certificates, the Owner Trustee, the Trust Agent Co-Owner Trustee and the Indenture Trustee hereby agree that, so long as no neither a default under the Policy nor an Insurer Default has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Co-Owner Trustee and each Noteholder Securityholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(dSections 8.1(d) or 7.01(e8.1(e) hereof or any such event or proceeding applicable to an Obligor under a Contract and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b)Contract or any Certificate. Each NoteholderCertificateholder, by its purchase of NotesCertificates, the Owner Trustee, the Trust Agent and the Indenture Trustee hereby agree that, so long as no neither a default under the Surety Bond nor an Insurer Default Insolvency has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety surety, or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder Certificateholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.. 57 63 ARTICLE IX

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(dSections 8.1(d) or 7.01(e8.1(e) hereof or any such event or proceeding applicable to an Obligor under a Contract and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b)Contract or any Certificate. Each NoteholderCertificateholder, by its purchase of NotesCertificates, the Owner Trustee, the Trust Agent and the Indenture Trustee hereby agree that, so long as no neither a default under the Surety Bond nor an Insurer Default Insolvency has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety surety, or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder Certificateholder in the conduct of any Insolvency Proceeding, including, without limitation, all 65 70 rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDING") described in the Section 7.01(d) or 7.01(e) hereof or otherwise defined as an "Insolvency Proceeding" in the Policy and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIM") of any payment of principal of, or interest on, any Notes. Any Preference Avoided Payment Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section Sections 4.03 and 4.04(b). Each Noteholder, by its purchase of Notes, the Owner Trustee, the Trust Agent and the Indenture Trustee hereby agree that, so long as no Insurer Default has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent and each Noteholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the Upon receipt of actual knowledge of thereof by a Responsible Officer of Officer, the Indenture Trustee, Trustee shall promptly notify the 69 75 Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(d) definition of the term "Insolvency Event" or 7.01(e) hereof any such event or proceeding applicable to an Obligor under a Contract and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, a Contract or any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b)Notes or Certificates. Each NoteholderNoteholder and Note Owner, by its purchase of NotesNotes or a beneficial interest therein, each Certificateholder and Certificate Owner, by its purchase of Certificates or a beneficial interest therein, the Owner Trustee, the Trust Agent Trustee and the Indenture Trustee hereby agree that, so long as no neither a default under the Policies nor an Insurer Default Insolvency has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety surety, supersedes or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder Securityholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be effected without the prior written consent of the Insurer.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDING"“Insolvency Proceeding”) described in the Section 7.01(d) or 7.01(e7.01(c) hereof and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIM"“Preference Claim”) of any payment of principal of, or interest on, any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section Sections 4.03 and 4.04(b). Each Noteholder, by its purchase of Notes, the Owner Trustee, the Trust Agent and the Indenture Trustee hereby agree that, so long as no Insurer Default has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent and each Noteholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDING"“Insolvency Proceeding”) described in the Section 7.01(d) or 7.01(e) hereof and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIM"“Preference Claim”) of any payment of principal of, or interest on, any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section Sections 4.03 and 4.04(b). Each Noteholder, by its purchase of Notes, the Owner Trustee, the Trust Agent and the Indenture Trustee hereby agree that, so long as no Insurer Default has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent and each Noteholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. (a) The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings by or against any Obligor, the Servicer, the Seller, the Issuer or the Originator under the United States Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, receivership, rehabilitation or similar law (individually, an "INSOLVENCY PROCEEDINGInsolvency ---------- Proceeding") described in the Section 7.01(d) or 7.01(e) hereof and (ii) the making of any claim in connection with any Insolvency ---------- Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference ---------- Claim") of any payment of principal of, or interest on, any Notes. Any ----- Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 4.03(a) and 4.04(b). Each Noteholder, by its purchase of Notes, the Owner Trustee, the Trust Agent Trustee and the Indenture Trustee hereby agree that, so long as no Insurer Default has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the Upon receipt of actual knowledge of thereof by a Responsible Officer of Officer, the Indenture Trustee, Trustee shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDINGInsolvency Proceeding") described in the Section 7.01(d) definition of the term "Insolvency Event" or 7.01(e) hereof any such event or proceeding applicable to an Obligor under a Contract and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIMPreference Claim") of any payment of principal of, or interest on, a Contract or any Notes. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 and 4.04(b)Notes or Certificates. Each NoteholderNoteholder and Note Owner, by its purchase of NotesNotes or a beneficial interest therein, each Certificateholder, by its purchase of Certificates or a beneficial interest therein, the Owner Trustee, the Trust Agent Trustee and the Indenture Trustee hereby agree that, so long as no neither a default under the Note Policy nor an Insurer Default Insolvency has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety surety, supersedes or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent Trustee and each Noteholder Securityholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be effected without the prior written consent of the Insurer.

Insurer Direction of Insolvency Proceedings. The Indenture Trustee, upon the actual knowledge of a Responsible Officer of the Indenture Trustee, shall promptly notify the Insurer of (i) the commencement of any of the events or proceedings (individually, an "INSOLVENCY PROCEEDING") described in the Section 7.01(d) or 7.01(e) hereof and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIM") of any payment of principal of, or interest on, any NotesNotes or Certificates. Any Preference Amounts paid by the Insurer shall be reimbursed to the Insurer as provided in Section 4.03 4.03(a) and 4.04(b). Each Noteholder, by its purchase of Notes, each Certificateholder, by its purchase of Certificates, the Owner Trustee, the Trust Agent and the Indenture Trustee hereby agree that, so long as no Insurer Default has occurred and is continuing, the Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety or performance bond pending any such appeal. The Insurer shall be subrogated to the rights of the Indenture Trustee, the Owner Trustee, the Trust Agent and each Noteholder Securityholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding.. -66- 71